Exhibit 3.131
AMENDMENT NO. 1
TO
BYLAWS OF
PARK AMBULANCE SERVICE, INC.
Pursuant to Article XI, Section (a) of the Bylaws (the "Bylaws") of Park
Ambulance Service, Inc., a New York corporation (the "Company"), the Bylaws of
the Company are hereby amended as set forth:
Article III, Section 7 is hereby amended and restated in its entirety to read as
follows:
7. Quorum of Directors. A majority of directors then in office shall constitute
a quorum for the transaction of business at any meeting.
Article III, Section 8 is hereby amended and restated in its entirety to read as
follows:
8. Action of the Board. Action of the board shall be authorized by the role of a
majority of the directors present at the time of the vote if there is a quorum,
unless otherwise provided by law or these by-laws. In the absence of a quorum, a
majority of the directors present may adjourn any meting from time to time until
a quorum is present.
BY-LAWS
of
PARK AMBULANCE & OXYGEN SERVICE, INC.
ARTICLE I - OFFICES
The principal office of the corporation shall be in the City of New York, County
of Bronx, State of New York. The corporation may also have offices at such other
places within or with-out the State of New York as the board may from time to
time determine or the business of the corporation may require.
ARTICLE II - SHAREHOLDERS
1. PLACE OF MEETINGS.
Meetings of shareholders shall be held at the principal office of the
corporation or at such place within or without the State of New York as the
board shall authorize.
2. ANNUAL MEETING.
The annual meeting of the shareholders shall be held on the 1st day of September
at 2:00 P. M. in each year if not a legal holiday, and, if a legal holiday, then
on the next business day following at the same hour, when the shareholders shall
elect a board and trans-act such other business as may properly come before the
meeting.
3. SPECIAL MEETINGS.
Special meetings of the shareholders may be called by the board or by the
president and shall be called by the president or the secretary at the request
in writing of a majority of the board or at the request in writing by
shareholders owning a majority in amount of the shares issued and outstanding.
Such request shall state the purpose or purposes of the proposed meeting.
Business transacted at a special meeting shall be confined to the purposes
stated in the notice.
4. FIXING RECORD DATE.
For the purpose of determining the shareholders entitled to notice of or to vote
at any meeting of shareholders or any adjournment thereof, or to express consent
to or dissent from any proposal without a meeting, or for the purpose of
determining shareholders entitled to receive payment of any dividend or the
allotment of any rights, or for the purpose of any other action, the board shall
fix, in advance, a date as the record date for any such determination of
shareholders. Such date shall not be more than fifty nor less than ten days
before the date of such meeting, nor more than fifty days prior to any other
action. If no record date is fixed it shall be determined in accordance with the
provisions of law.
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5. NOTICE OF MEETINGS OF SHAREHOLDERS.
Written notice of each meeting of shareholders shall state the purpose or
purposes for which the meeting is called, the place, date and hour of the
meeting and unless it is the annual meeting, shall indicate that it is being
issued by or at the direction of the person or persons calling the meeting.
Notice shall be given either personally or by mail to each shareholder entitled
to vote at such meeting, not less than ten nor more than fifty days before the
date of the meeting. If action is proposed to be taken that might entitle
shareholders to payment for their shares, the notice shall include a statement
of that purpose and to that effect. If mailed, the notice is given when
deposited in the United States mail, with postage thereon prepaid, directed to
the shareholder at his address as it appears on the record of shareholders, or,
if he shall have filed with the secretary a written request that notices to him
be mailed to some other address, then directed to him at such other address.
6. WAIVERS.
Notice of meeting need not be given to any shareholder who signs a waiver of
notice, in person or by proxy, whether before or after the meeting. The
attendance of any shareholder at a meeting, in person or by proxy, with-out
protesting prior to the conclusion of the meeting the lack of notice of such
meeting, shall constitute a waiver of notice by him.
7. QUORUM OF SHAREHOLDERS.
The proportion of shares the holders of which shall be pre-sent in person or
represented by proxy at any meeting of the shareholders in order to constitute a
quorum for the transaction of any business thereat, shall be 100%.
When a quorum is once present to organize a meeting, it is not broken by the
subsequent withdrawal of any shareholders.
The shareholders present may adjourn the meeting despite the absence of a
quorum.
8. PROXIES.
Every shareholder entitled to vote at a meeting of shareholders or to express
consent or dissent without a meeting may authorize another person or persons to
act for him by proxy.
Every proxy must be signed by the shareholder or his attorney-in-fact. No proxy
shall be valid after expiration of eleven months from the date thereof unless
otherwise provided in the proxy. Every proxy shall be revocable at the pleasure
of the shareholder executing it, except as otherwise provided by law.
9. QUALIFICATION OF VOTERS.
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Every shareholder of record shall be entitled at every meeting of shareholders
to one vote for every share standing in his name on the record of shareholders,
unless otherwise provided in the certificate of incorporation.
10. VOTE OF SHAREHOLDERS.
The proportion of votes or consents of the holders of shares which shall be
necessary for the transaction of any business at any meeting of the
shareholders, including amendments to the Certificate of Incorporation, or the
giving of any consent, shall be 100%.
11. WRITTEN CONSENT OF SHAREHOLDERS.
Any action that may be taken by vote may be taken without a meeting on written
consent, setting forth the action so taken, signed by the holders of all the
outstanding shares entitled to vote thereon or signed by such lesser number of
holders as may be provided for in the certificate of incorporation.
ARTICLE III - DIRECTORS
1. BOARD OF DIRECTORS.
Subject to any provision in the certificate of incorporation the business of the
corporation shall be managed by its board of directors, each of whom shall be at
least 21 years of age and must be shareholders.
2. NUMBER OF DIRECTORS.
The number of directors shall be two (2).
When all of the shares are owned by less than three shareholders, the number of
directors may be less than three but not less than the number of shareholders.
3. ELECTION AND TERM OF DIRECTORS.
At each annual meeting of shareholders, the shareholders shall elect directors
to hold office until the next annual meeting. Each director shall hold office
until the expiration of the term for which he is elected and until his successor
has been elected and qualified, or until his prior resignation or removal.
4. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Newly created directorships resulting from an increase in the number of
directors and vacancies occurring in the board for any reason except the removal
of directors without cause may be filled by a vote of a majority of the
directors then in office, although less than a quorum exists, unless otherwise
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provided in the certificate of incorporation. Vacancies occurring by reason of
the removal of directors without cause shall be filled by vote of the
shareholders unless otherwise provided in the certificate of incorporation. A
director elected to fill a vacancy caused by resignation, death or removal shall
be elected to hold office for the unexpired term of his predecessor.
5. REMOVAL OF DIRECTORS.
Any or all of the directors may be removed for cause by vote of the shareholders
or by action of the board. Directors may be removed without cause only by vote
of the shareholders.
6. RESIGNATION.
A director may resign at any time by giving written notice to the board, the
president or the secretary of the corporation. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the board or
such officer, and the acceptance of the resignation shall not be necessary to
make it effective.
7. QUORUM OF DIRECTORS.
The number of directors who shall be present at any meeting of the board, in
order to constitute a quorum for the trans-action of any business, shall be two
(2).
8. ACTION OF THE BOARD.
The number of votes of directors which shall be necessary for the transaction of
any business at any meeting of the board, shall be two (2).
9. PLACE AND TIME OF BOARD MEETINGS.
The board may hold its meetings at the office of the corporation or at such
other places, either within or without the State of New York, as it may from
time to time determine.
10. REGULAR ANNUAL MEETING.
A regular annual meeting of the board shall be held immediately following the
annual meeting of shareholders at the place of such annual meeting of
shareholders.
11. NOTICE OF MEETINGS OF THE BOARD, ADJOURNMENT.
(a) Regular meetings of the board may be held without notice at such time and
place as it shall from time to time determine. Special meetings of the board
shall be held upon notice to the directors and may be called by the president
upon three days notice to each director either personally or by mail or by wire;
special meetings shall be called by the president or by the secretary in a like
manner on written request of two directors. Notice of a meeting need not be
given to any director who submits a waiver of notice whether before or after the
meeting or who attends the meeting with-out protesting prior thereto or at its
commencement, the lack of notice to him.
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(b) A majority of the directors present, whether or not a quorum is present, may
adjourn any meeting to another time and place. Notice of the adjournment shall
be given all directors who were absent at the time of the adjournment and,
unless such time and place are announced at the meeting, to the other directors.
12. CHAIRMAN.
At all meetings of the board the president, or in his absence, a chair-man
chosen by the board shall preside.
13. EXECUTIVE AND OTHER COMMITTEES.
The board, by resolution adopted by a majority of the entire board, may
designate from among its members an executive committee and other committees,
each consisting of three or more directors. Each such committee shall serve at
the pleasure of the board.
14. COMPENSATION.
No compensation shall be paid to directors, as such, for their services, but by
resolution of the board a fixed sum and expenses for actual attendance, at each
regular or special meeting of the board may be authorized. Nothing herein
contained shall be construed to preclude any director from serving the
corporation in any other capacity and receiving compensation therefor.
ARTICLE IV - OFFICERS
1. OFFICES, ELECTION, TERM.
(a) Unless otherwise provided for in the certificate of incorporation, the board
may elect or appoint a president, one or more vice-presidents, a secretary and a
treasurer, and such other officers as it may determine, who shall have such
duties, powers and functions as hereinafter provided.
(b) All officers shall be elected or appointed to hold office until the meeting
of the board following the annual meeting of shareholders.
(c) Each officer shall hold office for the term for which he is elected or
appointed and until his successor has been elected or appointed and qualified.
2. REMOVAL, RESIGNATION, SALARY, ETC.
(a) Any officer elected or appointed by the board may be removed by the board
with or without cause.
(b) In the event of the death, resignation or removal of an officer, the board
in its discretion may elect or appoint a successor to fill the unexpired term.
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(c) Any two or more offices may be held by the same person, except the offices
of president and secretary.
(d) The salaries of all officers shall be fixed by the board.
(e) The directors may require any officer to give security for the faithful
performance of his duties.
3. PRESIDENT.
The president shall be the chief executive officer of the corporation; he shall
preside at all meetings of the shareholders and of the board; he shall have the
management of the business of the corporation and shall see that all orders and
resolutions of the board are carried into effect.
4. VICE-PRESIDENTS.
During the absence or disability of the president, the vice-president, or if
there are more than one, the executive vice-president, shall have all the powers
and functions of the president. Each vice-president shall per-form such other
duties as the board shall prescribe.
5. SECRETARY.
The secretary shall:
(a) attend all meetings of the board and of the shareholders;
(b) record all votes and minutes of all proceedings in a book to be kept for
that purpose;
(c) give or cause to be given notice of all meetings of shareholders and of
special meetings of the board;
(d) keep in safe custody the seal of the corporation and affix it to any
instrument when authorized by the board;
(e) when required, prepare or cause to be prepared and available at each meeting
of shareholders a certified list in alphabetical order of the names of
shareholders entitled to vote thereat, indicating the number of shares of each
respective class held by each;
(f) keep all the documents and records of the corporation as required by law or
otherwise in a proper and safe manner.
(g) perform such other duties as may be prescribed by the board.
6. ASSISTANT-SECRETARIES.
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During the absence or disability of the secretary, the assistant-secretary, or
if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the secretary.
7. TREASURER.
The treasurer shall:
(a) have the custody of the corporate funds and securities;
(b) keep full and accurate accounts of receipts and disbursements in the
corporate books;
(c) deposit all money and other valuables in the name and to the credit of the
corporation in such depositories as may be designated by the board;
(d) disburse the funds of the corporation as may be ordered or authorized by the
board and preserve proper vouchers for such disbursements;
(e) render to the president and board at the regular meetings of the board, or
whenever they require it, an account of all his transactions as treasurer and of
the financial condition of the corporation;
(f) render a full financial report at the annual meeting of the share-holders if
so requested;
(g) be furnished by all corporate officers and agents at his request, with such
reports and statements as he may require as to all financial transactions of the
corporation;
(h) perform such other duties as are given to him by these by-laws or as from
time to time are assigned to him by the board or the president.
8. ASSISTANT-TREASURER.
During the absence or disability of the treasurer, the assistant-treasurer, or
if there are more than one, the one so designated by the secretary or by the
board, shall have all the powers and functions of the treasurer.
9. SURETIES AND BONDS.
In case the board shall so require, any officer or agent of the corporation
shall execute to the corporation a bond in such sum and with such surety or
sureties as the board may direct, conditioned upon the faithful performance of
his duties to the corporation and including responsibility for negligence and
for the accounting for all property, funds or securities of the corporation
which may come into his hands.
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ARTICLE V - CERTIFICATES FOR SHARES
1. CERTIFICATES.
The shares of the corporation shall be represented by certificates. They shall
be numbered and entered in the books of the corporation as they are issued. They
shall exhibit the holder's name and the number of shares and shall be signed by
the president or a vice-president and the treasurer or the secretary and shall
bear the corporate seal.
2. LOST OR DESTROYED CERTIFICATES.
The board may direct a new certificate or certificates to be issued in place of
any certificate or certificates theretofore issued by the corporation, alleged
to have been lost or destroyed, upon the making of an affidavit of that fact by
the person claiming the certificate to be lost or destroyed. When authorizing
such issue of a new certificate or certificates, the board may, in its
discretion and as a condition precedent to the issuance thereof, require the
owner of such lost or destroyed certificate or certificates, or his legal
representative, to advertise the same in such manner as it shall require and/or
give the corporation a bond in such sum and with such surety or sureties as it
may direct as indemnity against any claim that may be made against the
corporation with respect to the certificate alleged to have been lost or
destroyed.
3. TRANSFERS OF SHARES.
(a) Upon surrender to the corporation or the transfer agent of the corporation
of a certificate for shares duly endorsed or accompanied by proper evidence of
succession, assignment or authority to transfer, it shall be the duty of the
corporation to issue a new certificate to the person entitled there-to, and
cancel the old certificate; every such transfer shall be entered on the transfer
book of the corporation which shall be kept at its principal office. No transfer
shall be made within ten days next preceding the annual meeting of shareholders.
(b) The corporation shall be entitled to treat the holder of record of any share
as the holder in fact thereof and, accordingly, shall not be bound to recognize
any equitable or other claim to or interest in such share on the part of any
other person whether or not it shall have express or other notice thereof,
except as expressly provided by the laws of New York.
4. CLOSING TRANSFER BOOKS.
The board shall have the power to close the share transfer books of the
corporation for a period of not more than ten days during the thirty day period
immediately preceding (1) any shareholders' meeting, or (2) any date upon which
shareholders shall be called upon to or have a right to take action without a
meeting, or (3) any date fixed for the payment of a dividend or any other form
of distribution, and only those shareholders of record at the time the transfer
books are closed, shall be recognized as such for the purpose of (1) receiving
notice of or voting at such meeting, or (2) allowing them to take appropriate
action, or (3) entitling them to receive any dividend or other form of
distribution.
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ARTICLE VI - DIVIDENDS
Subject to the provisions of the certificate of incorporation and to applicable
law, dividends on the outstanding shares of the corporation may be declared in
such amounts and at such time or times as the board may determine. Before
payment of any dividend, there may be set aside out of the net profits of the
corporation available for dividends such sum or sums as the board from time to
time in its absolute discretion deems proper as a reserve fund to meet
contingencies, or for equalizing dividends, or for repairing or maintaining any
property of the corporation, or for such other purpose as the board shall think
conducive to the interests of the corporation, and the board may modify or
abolish any such reserve.
ARTICLE VII - CORPORATE SEAL
The seal of the corporation shall be circular in form and bear the name of the
corporation, the year of its organization and the words "Corporate Seal, New
York." The seal may be used by causing it to be impressed directly on the
instrument or writing to be sealed, or upon adhesive substance affixed thereto.
The seal on the certificates for shares or on any corporate obligation for the
payment of money may be a facsimile, engraved or printed.
ARTICLE VIII - EXECUTION OF INSTRUMENTS
All corporate instruments and documents shall be signed or countersigned,
executed, verified or acknowledged by such officer or officers or other person
or persons as the board may from time to time designate.
ARTICLE IX - FISCAL YEAR
The fiscal year shall begin the first day of September in each year.
ARTICLE X - REFERENCES TO CERTIFICATE OF INCORPORATION
Reference to the certificate of incorporation in these by-laws shall include all
amendments thereto or changes thereof unless specifically excepted.
ARTICLE XI - BY-LAW CHANGES
AMENDMENT, REPEAL, ADOPTION, ELECTION OF DIRECTORS.
(a) Except as otherwise provided in the certificate of incorporation the by-laws
may be amended, repealed or adopted by vote of the holders of the shares at the
time entitled to vote in the election of any directors. By-laws may also be
amended, repealed or adopted by the board but any by-law adopted by the board
may be amended by the shareholders entitled to vote thereon as hereinabove
provided.
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(b) If any by-law regulating an impending election of directors is adopted,
amended or repealed by the board, there shall be set forth in the notice of the
next meeting of shareholders for the election of directors the by-law so
adopted, amended or repealed, together with a concise statement of the changes
made.
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